MedPlus Health Services Limited has issued a postal ballot notice to shareholders seeking approval for material related party transactions (RPTs) worth ₹11,262.20 crore with its subsidiary Optival Health Solutions Private Limited for the financial year 2026-27. The transaction represents a significant portion of the company's business operations and requires shareholder approval under SEBI regulations.

Transaction Details and Materiality

The proposed transaction value of ₹11,262.20 crore represents 18.21% of MedPlus's consolidated turnover for FY 2024-25, which stood at ₹61,846.69 crore. Under Regulation 23 of SEBI Listing Regulations, any related party transaction exceeding 10% of annual consolidated turnover qualifies as material, with the threshold for MedPlus being ₹6,184.67 crore.

Nature of Relationship and Business Rationale

Optival Health Solutions Private Limited is a 99.99% directly-held subsidiary of MedPlus and operates retail pharmacy chains under the "MedPlus" brand. The subsidiary contributes approximately 98% of the company's consolidated turnover as of March 31, 2025, making it a critical revenue-generating arm.

The proposed transactions encompass various business activities including:

• Purchase and sale of goods and stock-in-trade
• Shared services arrangements covering IT, branding, HR, and logistics
• Infrastructure sharing including rental and warehousing
• Sub-lease of premises and property
• Management services and brand fee arrangements

E-Voting Process and Timeline

The company has engaged KFin Technologies Limited as the e-voting service provider and appointed Mrs. Rashida Hatim Adenwala (ICSI Membership No. F4020) as the scrutinizer for the postal ballot process.

Shareholders whose email addresses are registered with the company, depositories, or registrar will receive the postal ballot notice electronically. The voting process will be conducted entirely through remote e-voting, with no physical postal ballot forms being distributed.

Historical Transaction Values

The company has maintained ongoing business relationships with Optival, with transaction values showing consistent growth:

Approval Process and Governance

The Audit Committee, comprising independent directors, has reviewed and unanimously approved the proposed transactions after considering their arm's length nature, commercial rationale, and pricing methodology. The Board of Directors, at its meeting held on January 30, 2026, approved the proposal and recommended it to shareholders for approval.

The transactions are structured to be conducted in the ordinary course of business on an arm's length basis, with pricing determined through appropriate cost allocation methodologies and benchmarking mechanisms. All related parties will abstain from voting on the resolution as per SEBI regulations.

Source: None/Company/INE804L01022/b725490d-38c9-4ff2-bc3f-b0a6baae5ad9.pdf

MedPlus Health Services Limited has informed stock exchanges about a regulatory action affecting its subsidiary operations. The company disclosed that Optival Health Solutions Private Limited, a subsidiary, received a suspension order for a drug license of a store situated in Maharashtra.

Regulatory Action Details

The suspension order was issued by the Assistant Commissioner & Licensing Authority, Food & Drug Administration, Maharashtra, specifically by Mr. R.V. Pongale. The action targets a store located in Sasanenagar, Pune, Maharashtra, with the suspension effective for fifteen days.

Financial Impact

The company has quantified the potential financial impact of this regulatory action. MedPlus Health Services estimates a potential revenue loss of Rs 6.27 lacs due to the fifteen-day suspension of the drug license for the affected store.

Regulatory Compliance

The disclosure was made pursuant to SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, read with SEBI Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024. The violation relates to Rule 65 of the Drugs and Cosmetics Act, 1940 and Drugs and Cosmetics Rules, 1945.

Corporate Communication

The information has been made available on the company's website at www.medplusindia.com and will also be accessible on the websites of BSE Limited and National Stock Exchange of India Ltd. The disclosure was signed by Manoj Kumar Srivastava, Company Secretary & Compliance Officer, on February 04, 2026.